Rising from Ashes
by Pesky Idea
Summary: Malevolent is a Hydra spy. At least, until she's experimented on and killed. But something brought her back and now she wants her revenge. Backed by her "special" teammates, will she take down Hydra? Or will she descend into madness and kill everyone? Story takes place after CATWS and during AOU. Will have Avenger cameos! FORMERLY KNOWN AS SURVIVING WINTER. BuckyxOC
1. Chapter 1

**I will do my very best to stick close to how I believe the Marvel characters would behave.**

 **Disclaimer: I own none of the Marvel characters except my own OCs.**

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Chapter 1- Hail Hydra

Mal sighted down her rifle, aiming at the target below.

Her target in question was chasing a butterfly, unsupervised and oblivious to the danger he was in. It was unusual; Hydra didn't often send Mal on assassination missions. She was trained in cold-blooded killing, of course, but Hydra preferred her to handle intel retrieval and other more delicate matters. Then again, things had changed since the Project Insight failure. Money was scarce, new recruits were nonexistent, and members and supplies were mysteriously disappearing all over the globe.

And now Mal was decimated to assassinating toddlers.

The target cried out, drawing her attention. He'd fallen over in the grass, his honey-blonde hair now matted with dirt and dead leaves. Soon his mother—a high level Shield officer tasked with rooting out undercover Hydra agents—would be home. Home to hug and kiss her child, not thinking of the repercussions her actions would bring on those she loved.

The boy begun to wail in earnest as he struggled to stand. He couldn't have been older than five.

But that didn't matter. He was a target, a mission to complete.

Mal pulled the trigger.

 _Hail Hydra_

* * *

One of the most valuable lessons Mal ever learned was the importance of underestimation. It was a lesson she used regularly, convincing targets of her innocence with her unassuming face and fragile frame.

Radigast took underestimation to a whole new level.

His office was stuffy and windowless, with a lit fireplace on the far wall. Multicolored lights hung from the ceiling, bathing everything in a spectrum of colors. Chandeliers, decorative lamps, and other antique knick-knacks were strewn haphazardly across the room. The man himself paced behind an ancient desk, speaking into a land-line phone, looking like nothing more than a concerned grandfather. If only a few words were used to describe Radigast at first sight, they would include "elderly", "old-fashioned", and "harmless". No one would guess he was a ruthless Hydra leader. That was the whole point of his charade.

"I'll fax you the data. Keep it off book. No, thank you." Radigast set the phone in its cradle and sat behind his desk. He gestured for Mal to sit opposite him. She did.

"Agent, agent, agent. What are we going to do with you?"

Mal's stomach did an involuntary flip. Radigast sounded amused, which was never a good thing. The last time she'd seen him amused was when he'd taken the liberty to personally extract intel from a Hydra traitor. It had been the one time Mal saw him laugh—laughing as he carved the traitor into tiny bits and ordered the bloody mess sent to the man's wife.

Yeah, Radigast was a vicious bastard.

Mal struggled to keep her voice even and face blank. "Sir?"

Radigast leaned back in his chair and propped his feet on the desk. "You've been recommended for Project Phoenix."

He studied Mal closely, waiting for a reaction. When he didn't get anything other than a blank stare, he huffed and put his feet down. "Are you aware of Doctor Strucker's work for Hydra?"

Mal's fingernails bit into her palms. She'd heard of Strucker, all right. He was a Soviet scientist turned Hydra, dedicated to continuing Aram Zola's experiments in the field of genetic modification. Over half of Hydra's dwindling resources went to his lab, mostly for instruments that no human being could survive. He drank the blood of his victims in coffee too, if the rumors were to be believed.

Radigast steepled his fingers in front of him, taking the tone of a professor lecturing a student. "Doctor Baron Strucker is the head of Hydra's human enhancement division. He has made astounding progress in advancing humans to a superior form. However, with the Avengers converging on Hydra from all angles, his good work is endangered. Project Phoenix is an idea of his that will soon be put into practice to save all of Hydra and the world."

Translation: Project Phoenix was a wild last ditch effort to salvage what little Hydra there was left. And it somehow involved her, probably to be used as a lab rat for Strucker's 'good work'. Mal briefly considered fleeing, but the notion seemed as ridiculous as Project Talon. It wasn't as if she had anywhere to go. Besides, they'd find her. She'd seen firsthand what happened to deserters and traitors. Mal had no desire to be cut apart or flayed alive. But she also had no desire to be inhumanely experimented on.

Radigast continued on, oblivious to Mal's internal dilemma. "There are a few arrangements that need to be made, of course. Your transfer to Sokovia won't go into effect until next week, leaving you ample time to complete your final mission."

 _Avengers. Sokovia. Strucker. Final._ The words buzzed through Mal's head. This couldn't be happening. She was an efficient and loyal Hydra agent. She had a long life ahead of her, full of friends and opportunities and now-

Now she was going to die.

Mal wasn't a fool. The chances of her surviving one of Strucker's experiments were slim. Nobody came out of his lab alive, or at least alive and sane. This was her end.

Her end, on the chance it could save Hydra and the world.

There were worse ways to die.

Radigast was silent, waiting for her to speak. "Why—" Mal started, but her voice was low and shaky. She cleared her throat. "Why me?"

Radigast shrugged, a motion strange from someone his age. "Strucker needed a subject; I gave him a list. He picked you."

It was an honor, to die for Hydra, to die to save the world. Yet all Mal could feel was the pounding in her head, the ice in her veins, the dread in her heart. She barely resisted jumping when Radigast tossed a file in front of her.

"Your mission. You have 48 hours to apprehend him. He's part of Project Phoenix as well, so minimum damage is appreciated."

Mal glanced at the file.

 _The Asset. James Buchanan Barnes. Born 1917. Vibraniam arm, trained in extensive field combat. Experienced sniper. Multiple memory erases and cryogenic habilitation. Recommended for Project Phoneix._

Her mission. Her last mission. Mal closed her eyes and breathed in deep. She took all her emotions—fear, anger, anxiety—and shoved them down. She had a mission. A purpose that she would fulfill. Nothing could stop her.

Mal opened her eyes.

"When do I start?"

* * *

 **Thanks so much for reading! This is my first fanfic, so reviews/constructive criticism are hugely appreciated. I have an idea for the next chapter, but the I'm not sure if it should feature Bucky or a few of the Avengers. Please shoot me a review on who you want in the story next!**


	2. Chapter 2

**I'd like to express my extreme gratitude to those who favorited, followed, and reviewed this work-in-progress. You guys made my day!**

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Chapter 2- Dead Ended Luck

Washington DC was-if one word could describe it-cold. Massive piles of muddy snow-slush were all over the city, with icy water flooding sidewalks and freezing wind whipping every which way. The few locals who braved the bitter cold were clothed to the point of being unable to walk, and waddled as fast as they could to the nearest Starbucks for their morning coffee.

Mal shivered, snow dusting the multiple layers of starchy clothing she wore. Could Hydra not have dropped her off a _little_ closer?

After several minutes of walking she reached the designated destination. It wasn't much to look at; it was a half-collapsed apartment complex with peeling paint, broken shutters, and boarded up windows. A faded sign on the door proclaimed:

 **Closed Until Repairs Can Be Made**

 **No Trespassing**

Mal entered through a guest room window. She methodically searched the ground floor, avoiding massive holes in the floorboards that, judging by the sloshing, led to a flooded basement. Nothing. Mal didn't bother to check the higher floors—the dilapidated building wouldn't hold her weight, much less a muscle-bound assassin's. The place was abandoned, save for a flock of noisy pigeons on the roof.

However, there were signs of recent habitation. Mostly small things, like a few crumpled chip bag wrappers, ragged muddy towels, a baseball cap; all things that could've belonged to any random hobo. Mal was on the verge of giving up when she found several bullets and an empty gun cartridge beneath an overturned sofa. So he had been here. Probably less than 24 hours ago, based on the chip crumbs and lack of hobo activity.

Mal dug her mandatory disposable cell phone from her pocket and was about to dial Radigast's number when she heard the sound of pigeon wings in flight. Someone was coming.

Her pistol drawn, Mal took refuge behind an overturned sofa. The Winter Soldier was trained by Hydra on and off for over 50 years—he'd know better than to announce his presence like that. It was more likely a civilian, or perhaps someone saw her enter the building and had alerted the authorities.

"Someone's here."

The voice was feminine, and barely above a whisper. She wasn't a civilian. A civilian would never have noticed the subtle traces of Mal's presence. Maybe CIA?

Applying a successful action movie tactic, Mal held out her cell phone so she could see the intruders in the unlit screen's reflection.

Shit. Shit shit shit shit _shit_.

It was Captain America. The patriotic bastard who had the whole country convinced he was God's great gift to mankind. The man who crushed Hydra _twice_.

And behind him was the one who had spoken, the Red Room trained assassin/Avenger woman, and the dude who had wings on TV. Spider-something-pretentious-sounding and Big Bird.

 _Why did this have to happen to me?_

There were hundreds of SHIELD agents all over the globe, but _noooo_ , she _had_ to run into some of the few people she wouldn't succeed in killing. Karma really was a bitch.

She quickly texted Radigast AVENGERS BACKUP NOW and hoped like hell he'd actually bothered to have backup in the area.

Meanwhile, she could hear shuffling as the three split up to search the building. It was only a matter of time before they found her. She needed to stall for reinforcements. And then hopefully get out alive.

 _Though you'll die anyway once you get to Sokovia, so what's the point?_ Mal's annoying inner voice reminded her.

 _Shut up!_ She told it.

"Hello?"

Footsteps grew closer to Mal's hidey hole. Judging by the creaking floorboards and deep voice, it was Captain America. Mal made a split-second decision and stowed her gun and phone beneath the sofa. Then she stood up.

His back was towards her, but he spun around quickly when Mal drew a purposely loud, shaky breath. She also plastered a terrified look on her face, just to sweeten the effect.

"I don't know anything! I told you people I don't know anything! Just leave me alone!" Mal screamed, tears running down her face. She could hear Spider Girl and Tweety running towards them.

She'd surprised Captain America. He'd jumped into a defensive position, hand going towards the shield on his back. When he realized she wasn't a threat he straightened, taking a step back and holding his hands up in what Mal assumed was a placating gesture.

"We're not here to-" But he never had the chance to finish. Mal vaulted past him, ducked over an approaching Birdie's arm, and high-tailed it out the nearest window. Thankfully there was no glass.

Mal somersaulted when she hit the ground, rolling into an upright position, ready to bolt. Then she froze.

She'd run straight into a dead-ended alley.

 _Shit!_

She turned, but it was too late. Mr. Patriotic was already out of the window, with his two goons blocking any exit from behind him.

 _Shit shit triple shit with more shit!_

Mal gripped the small knife in her sleeve, knowing it'd be as effective against a super soldier as a water pistol would be against a brick. As she did, a motion above the apartments caught her eye.

 _Holy mother of god Radigast sent an army..._

The Hydra forces opened fire just as Mal jumped to the side, pressing herself against the wall to avoid flying bullets. The sounds of gunfire were deafening. From her vantage point, she saw Captain America take several shots to the chest before his sidekicks pulled him inside.

 _Ha! Take that you pathetic excuse for an American flag!_

And then…

 _Man, I need better insults._

There was several long minutes of heavy artillery fire, ripping the apartment complex (and Mal's eardrums) to shreds. When the bullet cartridges finally ran out, the sudden silence was eerie. Then one of the stupid Hydra agents decided to be stupider than usual and stood up.

"You dead yet, Rogers?"

The reply was a gunshot to the agent's head, toppling him from the roof where he stood. Probably Spider's handiwork.

There were loud clicks as multiple weapons were reloaded and the loud gunfire resumed.

Mal gritted her teeth. _Idiots._ Too dumb to just blow the whole damn building-

"Aaaghhhhhhhh!"

A Hydra agent fell from the wall, his scream cutting off abruptly as he hit the ground. His body landed inches away from Mal, close enough for her to see his dead face still twisted in terror. A few seconds later another agent joined him. And another. The roar of gunfire changed its tone as it was directed towards the new oncoming threat.

A threat with a metal arm and a whole lot of guns.

 _The Winter Soldier._

* * *

 **Oooh, cliffhanger! I wasn't sure how to pull Bucky into this big hot mess of a story, so I thought _Hmmmm, what could possibly the one thing that Bucky cares about and would risk dying for?_**

 **Steve, of course!**

 **Am I a genius or what?**

 ** _(sounds of crickets chirping)_**

 **Fine, I guess this is what I should expect for staying up 'til the wee morning hours to write this. Arguing with oneself is the first sign of madness, you know.**

 **And I'm not sure where I'm going with this, but I know how it started and that's the important thing.**

 **Rate, Review, Comment, Follow, Favorite, and whatever else it is ya people do these days! I hope you enjoyed Chapter 2!**

 **(And if you didn't, feel free to message me about what you didn't like!)**


	3. Chapter 3

Chapter 3-Risky Gambles and a Scary Marble

Mal was having a difficult day.

First she'd been told the organization she'd loyally served all her life wanted to sacrifice her as a lab rat in the hopes of saving themselves. Then she'd run into two, possibly three of Hydra's top threats who just happened to be searching for _her_ target. And now said target was picking off Hydra reinforcements like...like…

Hell, she'd work on similes when she wasn't running for her life.

As Mal took shelter behind a bullet-ridden trash can, she observed the target. He was deadly, a lethal panther in a field of helpless mice (Mal was rather proud of that metaphor). The Winter Soldier snapped the neck of one agent and threw the body at two other agents, knocking them off the high wall that encircled the apartment building. A firestorm of bullets rained down upon him, but he raised his bionic arm to protect his face and his clothing appeared bulletproof. In a manner of seconds, the entire Hydra platoon was dead or unconscious.

Leaving only an unarmed Mal against a super soldier/cyborg/assassin.

 _Okay, think Mal. What are your advantages? More importantly, what are_ his _disadvantages?_

According to the file Radigast provided, the Soldier was psychologically unstable. Erratic, unpredictable. His mind was fractured from repeated memory wipes and he wasn't designed for long stints out of his cage. The Hydra doctors predicted it was unlikely his memory would ever fully return; instead they theorized he'd be driven insane from the colliding memories of two lives. Physically, Mal was no match for him. The broken bodies of her fellow agents were proof of that. _But since his weakness was emotional…._ wheels turned in Mal's head as she formed a risky plan.

The Soldier scanned the area, verifying all threats were neutralized. If he noticed Mal, he didn't let on.

Mal paused a moment, breathing deep. Then in one swift motion, she yanked the marble charm from the necklace she wore, twisted its halves so it glowed red, and stepped out to meet the Winter Soldier.

Who had conveniently vanished.

Resisting the urge to call out "here kitty, kitty, kitty" Mal slowly stepped to where he'd been standing seconds ago. He was still somewhere in the area-she could feel his eyes on her. Mal swallowed hard and held up the glowing red orb.

"This is a ZMPT-2468, better known as a miniature neutron bomb. The moment it leaves my hand, say if I were shot, everything within a mile radius would instantly vaporize. That would include you, me, and your friends inside the house. I have no wish to kill you or anyone else, so if you would please surrender yourself I would be extremely grateful."

Her voice was astonishingly steady, not betraying the barrage of emotions Mal felt inside. Surely he wouldn't kill her at the risk of his own life….

 _Click._

Okay, maybe not.

Every instinct Mal had screamed to lash out behind her, to strike before he could pull the trigger. Instead, she closed her eyes and whispered what probably would be her last words. "James Buchanan Barnes."

There was a prolonged silence, in which Mal expected to be shot. When the anticipated bullet never came, Mal warily opened her eyes and (despite her later denials) shrieked.

He was _right there_. His cybernetic arm held a pistol centimeters away from Mal's forehead. Not that he needed it. There were probably a dozen ways he could kill her then and there only with his human hand. _How reassuring._

"Did you...did you know me?" His voice was raspy from disuse. Emotions flitted across his face-shock, fear, confusion, anger. Mal almost pitied him. It was like watching an injured dog writhing in pain-the best thing that could be done was put him down.

Which brought her back to the mission at hand. "Catch." She tossed the marble at him.

Instinctively, he caught it with the hand that wasn't holding a gun, his human hand. The moment it touched his skin the marble released a powerful combination of sedatives and electrical shocks to render him unconscious. By the time his brain realized he'd been tricked, Mal had twisted the gun out of his hand and moved out of knife range to watch him slump to the ground, feeling only slightly guilty. He _had_ been about to kill her, after all.

The marble was not a neutron bomb: rather, it was a fast-acting knockout prototype Mal nicked from Hydra's science division ages ago, in one of those _just-in-case_ moments.

So now she had the target. Mal had no idea how long the sedatives would last on a super-soldier, but the sooner she got him to Hydra the better.

After digging through what was left of the apartments (Rogers and his lackeys were long gone, though Mal smirked at several large bloodstains that undoubtedly had come from him) she located her phone, which was surprisingly still in one piece. It seemed luck was on her side today.

Mal dialed Radigast's number. He answered immediately. Within minutes, Hydra was crawling all over the place, removing the dead and treating the wounded. The Winter Soldier was carted off under heavy guard. Soon he wouldn't remember anything but serving Hydra.

Mission accomplished.

* * *

 **Awww, poor Bucky. Mal really thinks she's doing the right thing by letting Hydra make him forget. Sorry that the update is a bit late, my family's been prepping for the 4th of July and all that American jazz. I think I'm going to go tone deaf from all the fireworks we've set off.**

 **Don't forget to favorite, follow, and REVIEW! Have an awesome Independence Day, everyone!**


	4. Chapter 4

**Hey everyone! I'm overwhelmed from all the positive response this story has gotten. I couldn't write this without you all to motivate me, so THANK YOU! I'd also like to give a special shout-out to R.S. Dobs for reviewing!**

 **Okay, so I know this is a super long writer's note, and I'm sorry, but I feel like I should explain myself. Once I post the next several chapters I'm expecting a huge critical backlash. This is because Mal is going to change. Until now, she's been the smart, savvy, sarcastic Hydra spy. After the next few chapters her whole personality will twist into something darker. She's going to fall down a very deep rabbit hole that she's going to have great difficulty crawling out of. I know this story is labeled Hurt/Comfort, but as the saying goes things are darkest before the dawn. Mal and Bucky's dawn will come, but first they will travel down a very dangerous road. Mal will do and think some pretty unsavory things. I realize not all of you will be pleased with this chain of events, but I ask you leave constructive criticism only and not flames. This is my first fanfiction, and it will never be perfect, but I will do the best I can.**

 **Also, things will be deviating somewhat from the Age of Ultron storyline. I haven't worked out the details yet, but I can tell you (WARNING: AGE OF ULTRON SPOILER) Quicksilver will not die. And to clear up some language issues, everything that's said in this chapter is in German. Since Mal knows German, and she's American, everything she hears is translated in her head to English.**

 **Warning: This chapter has torture, death, and other unpleasant stuff. Read at your own risk.**

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Chapter 4 -The Story of How I Died

The air smelled like a combination of oil and disinfectant.

Mal opened her eyes, breathing deep, and immediately doubled over coughing. She was lying on something hard and cold. Metal? What—why couldn't she move her hands-

"It's awake."

"Ah, good, good. Begin stage one."

German? What the flipping-

Mal forced her heavy lids open again, but saw only blurry outlines and bright lights.

No. No they didn't. Hydra wouldn't-

"July 12, 2015, approximately 1600 hours. Subject 194 conscious after transfer from Washington. Traces of the R-6 sedative are present, but will dissolve before immediate procedure. Stage one is initiated, injection of 3.2 millimeters of HM-68. Levels are holding steady."

 _Oh, god, I'm in Sokovia. They're going to...to..._

"Subject showing elevated heartbeat and breathing. Injecting paralysis and light sedative."

There was a small pinch, then blessed darkness.

* * *

"Wakey wakey, my dear. That's a good girl."

Mal woke up coughing _again_ as something rancid was shoved near her nose. Oh god, what _was_ that? Rotting meat? Spoiled zucchini?

Oh. Smelling salts. Damn them. What, was injecting her with lord-knows-what not enough? Why couldn't they just let her rest?

 _Hmmm, maybe because they're sick Nazi psychopaths who get a kick outta torturing people?_

 _Gee, thanks, would've never figured_ that _out._

Man, whatever drugs they'd used were strong. Mal struggled to focus.

The last thing she remembered was the infirmary. She'd wanted to see the Soldier's memory removal-she felt she owed him that much after knocking him out-but Radigast insisted on a full medical evaluation first. Next thing she knew, one of the doctors was pumping her full of sedative and she woke up here.

Sokovia. The land of death, torture, and experimentation.

Blearily opening her eyes, Mal took stock of the situation.

She was lying on a metal examining table. Thick leather straps crossed it horizontally, keeping Mal from moving anything but her head. A bunch of scary looking machines lined the walls, some of them beeping at constant intervals. Various instruments lay on a long table near her, gleaming silver in the bright artificial light.

"Welcome to Sokovia, Subject 194."

A balding man stepped in Mal's line of view. Even without his distinctive trademark monocle, Mal would have recognized him. He was Hydra's current leader following Pierce's death.

Baron Von Strucker.

He looked creepy, sure, but Mal was pretty confident in a one-on-one fight she could take him. Unfortunately, she was drugged to the gills and restrained. She couldn't even speak, much less move.

Strucker noticed her distress. "Thanks to SHIELD, we have a limited amount of anesthetic and sedatives in this facility. We do, however, have a surplus of paralysis medication." He ran his hand down Mal's cheek, a sick smile on his face. Mal would have given anything to be able to bite him.

A sharp voice, also in flawless German, spoke up. "Doctor, the longer the procedure is stalled, the less her chances of survival are. We need to begin phase 3 now."

Stucker stepped back, turning to admire the display of sharp instruments. He picked up a scalpel. "Continue with your work, then. But be warned, if this procedure is a failure again Leedoro…"

Strucker tested the scalpel on his finger, a dot of red staining the blade.

"You don't need to remind me. This one is strong enough, I'm sure of it." The mystery man, Leedoro, sounded exasperated. "Now, if you would kindly step back, we can begin."

The scalpel blade clanked as Strucker carelessly tossed it back on the table, moving out of sight.

Two indistinguishable figures in scrubs took his place, sorting through the instruments. Instruments that would be used on _her_. Without anesthetic.

Her stomach twisted in fear, her mind screaming.

 _Nononononononononopleasenonopleaseno_

"Begin stage three, procedure six."

A tear escaped Mal's eye, the first of many to come.

Then the pain began.

* * *

 _Make it stop….just stop...please...kill me..._

 _ **Beep beep beep beep beep beep beep beep beep beep beep**_

"Energy levels are at eighty percent! Increase oxygen intake now!"

 _...just kill me kill me please kill me KILL ME..._

"Pulse at two-sixty bpm, get the defibrillator!

"Energy at one hundred percent!"

 _ **BEEP BEEP BEEP BEEP BEEP BEEP BEEP BEEP BEEP**_

"Clear!"

"No response."

"Recharge. Three, two, one…."

 **Beeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeep**

 _Finally._

* * *

 **And Mal is dead.**

 **Anyone want to guess how she comes back? Anyone?**

 **Next up: Loki's cameo!**


	5. Chapter 5

Chapter 5- Rebirth

 _Darkness._

 _Cold._

 _An endless void._

 _Then there was warmth._

"I asked for a _warrior_. A warrior worthy of the halls of Valhalla, a warrior who would make those miserable wretches scream for the sweet release of death. _This_ is a child."

"Actually, by Midgardian standards, this one is in her prime. And you of all people, Loki, should know how deceiving appearances are."

 _It was gradual warmth, a heat pricking her fingers, slowly snaking up her arms and legs._

"Do not patronize me, Hel. I alone hold more power-"

"Yes, yes, you could crush me with your bare hands. You've made that quite clear. But do not let it slip your mind who gave you those powers, or what pain they shall inflict upon you should you fail the destruction of Midgard. Your plan, ostentatious as it is, holds the best hope of succeeding with this one. She will tear Midgard and the Avengers apart from the inside out."

 _The warmth trickled up her neck, encircling her head, growing hotter as it spread._

"Send her back. Do not fail me."

 _The searing heat reached her chest, burning its way into her heart._

"Good luck, Malevolent. You'll need it."

* * *

Y **eah, yeah, I know this is a ridiculously short chapter, probably the shortest I'll ever write. I'll ramp up the angst and action soon, start writing longer chapters, though more than one will end with a cliffhanger.**

 **So while I was writing this, I did a ton of research in Norse mythology. According to Viking legends, Hel was the daughter of Loki and Queen of the Dead. Apparently Loki has a lot of strange kids, including but not limited to an eight-legged horse and a giant world-ending serpent. I'm not joking. I have a feeling Marvel will leave that element of Norse mythology out of the movies.**

 **Also, word of the day. Ostentatious. Go ahead and google it. I mispronounced it terribly and now my family won't stop laughing.**

 **And since Mal's dead and all, she's hearing this conversation in her head. I'm sorry if it was confusing without the character descriptions and all. I promise I'll go into better detail in the next chapters.**

 **See ya real soon!**


	6. Chapter 6

Chapter 6- Insanity

The first thing Mal did after her inexplicable resurrection was steal a dead man's clothes.

She'd woken up in what she assumed was Hydra's morgue, since the room contained a wide assortment of mutilated bodies and was freezing as hell. There were no guards, no scientists, just piles of the dead.

The dead. She had _died_. Her heart had stopped, her breath gone, her body lifeless.

And now here she was, breathing and very much alive.

 _So….should I be worried about a craving for brains?_

 _Hydra brains would be nice. Preferably smeared on a wall._

 _Is this what Project Phoenix is? A way to bring people back to life?_

 _Maybe this is all test, just to see how I react in this situation._

 _Well, I'll give them something to react to._

 _Yeah, and how many do you think you can take down before they get you back to the lab?_

 _Kill me once shame on you, kill me twice shame on me._

 _WHAT THE FUCK IS GOING ON?_

Mal's hands shook, hysteria and confusion taking its toll.

 _No._ She needed her head clear. She needed a plan.

 _I will take a deep breath. I will not feel pain, or fear, or confusion. I have a mission._

 _Hydra will pay._

Mal took a deep breath.

Step one: find some clothes. Hydra couldn't be taken down in the nude.

Most of the bodies were bloodstained and bare, likely other victims of Strucker's experiments. There were a few, however, that still had ratty clothing riddled with bullet holes. Mal managed to scavenge a bloody t-shirt and shorts from a young boy's corpse. Bile rose to her throat as she removed the clothing, though she consoled herself with the thought he didn't really need it anymore.

Mal dressed quickly, pausing only to gape at her flawless skin. Whatever work the scientists did was gone, leaving no trace she'd ever been experimented on. Even the numerous bullet and knife scars from past missions had disappeared.

 _Nope, not going to think about that now._

Step two: find a weapon.

Mal borrowed a hair tie from one of the corpses and stretched it until it broke. Makeshift garrote: check.

Step three: get the hell out.

Mal half expected the door to be locked, but it swung open easily. There weren't any guards, either. It wasn't like someone would steal a dead body.

Mal inched down the long hallway, peering into vacant rooms. She didn't understand what was in them until she came upon a vaguely familiar room caked in dried blood. Her blood.

She must be in the scientific wing of the facility. It made sense it put the morgue near it. Wheeling dead bodies through the entire facility would probably be a bit off-putting.

Mal turned a corner and encountered a guard.

He was dressed like any other Hydra guard, wearing black standard issue Kevlar and, oddly enough, a helmet that concealed his face from view. They looked at each other a moment, shocked. The guard was surprised because a shabby looking girl had just walked out of the off limits science division and Mal was surprised because she could feel the guard's exhaustion and impatience morph into surprise.

Mal could _feel_ him.

She could feel his utter shock shift to wariness as he raised his gun-

Mal reacted immediately, grabbing his gun and pointing it down. A shot rang out, and the guard cried out in pain as the bullet impacted his own foot. She used that opportunity to get behind him and wrap her makeshift garrote around his neck, cutting off his air supply. His struggling faded as he went limp, unconscious. But Mal kept twisting. She felt his mind go sluggish and pulse once, twice, then disappear altogether, leaving Mal with an empty corpse in a white hallway full of the dead.

But the dead didn't have footsteps…

Mal's mind exploded with feelings, feelings of alertness and annoyance and fear and alarm as the footsteps grew louder and there were people, people like the one she had just killed, standing around and pointing things at her, yelling and moving and there was just so much too much noise and Mal was empty like the body by her, empty of everything but she felt everyone.

A sharp, irritating German voice pierced the cloudy haze of Mal's thoughts.

"Get back, back, you monkey-brained imbeciles. And put the damn guns down! What moronic fool is in charge here? You, ugly, go fetch Strucker. And the Asset. And my coffee. No cream, mind you."

Some part of Mal realized she was curled in a fetal position surrounded by Hydra agents. A larger part of her recognized Strucker's name, and fury overcame her as the urge to smash in someone's face became unbearable. There was a hand jerking her shoulder, radiating annoyance and sweat. Mal bit it and threw her leg out, snapping his calf. He screamed, and Mal hit another one in the solar plexus. Then it was all out, guns jabbing, fists flying. Mal couldn't see straight-couldn't see at all-but she hit, bit, kicked, and headbutted anyone within reach. She received far worse than she dealt out, pain radiating from every spot on her body, but it was worth it. Anything that hurt Hydra was worth it.

Then the bastards vanished and there was someone. Someone empty and blank and emotionless and solid. Someone who easily pinned her arms and wrenched her up, a metal arm cold against her bruised and bleeding body.

"Take her to cell A113. Make sure she's restrained and that no one, I mean _no one_ , sees her but me. The rest of you, scram!"

* * *

Mal liked solitary confinement.

The main reason being she didn't feel anymore. The sensation of feeling everyone at once was gone, replaced by sharp pains from numerous wounds. The only thing she could sense was the Winter Soldier standing guard, and even that wasn't so bad. His mind was cold and unyielding, like ice, unlike the crowded chaos she'd felt in the hallway. In the cell, all was quiet. Peaceful.

 _So this is what insanity feels like…._

Mal snorted, then winced from the sudden movement. Insane described her perfectly. What had she been thinking? _Oh, I'll just attack a fully armed squad of Hydra agents, see how that goes._

It was a miracle no one had shot her...but why hadn't they?

A flutter of excitement turned her stomach, and it took Mal a moment to realize the excitement wasn't hers.

 **Squeeeeeeeeeeeeek.**

The reinforced steel door opened and Mal pushed herself up. Just because she was injured didn't mean she couldn't kill a few more Hydra weasels.

A tall, thin man entered, pulling the door shut behind him. Mal's first thought was that he looked like a skeleton-a walking, talking, old bag of bones with a shock of white hair. Then he spoke, and Mal realized he was the one who'd helped torture her, the one who'd ordered the Winter Soldier to bring her here. Leedoro.

"Subject 194 was declared dead three days ago. Yet now you are here. Care to explain yourself?"

Mal gritted her teeth."You're the goddamn scientist, you tell me." The easiest way would be to snap his neck-she'd go for his left flank, kick out his knee, and jump up to get her legs around his neck. Simple, except for the fact Mal was having trouble standing. And concentrating. Anticipation came off of him in waves, literally making her want to gag.

"I am a doctor, not a scientist. And I here to offer you a deal."

"What could you possibly offer me?" Mal snorted, preparing to spring. He must've noticed her stance, for a twinge of anxiety shot through him, though he kept his face impassive.

"I'm offering you a chance to kill Hydra."

* * *

 **So I'm not entirely happy with this chapter and will probably revise it several times. Feel free to lemme know whatcha think of it.**

 **For those of you who were wondering Leedoro is my own OC. He's a very fun character to write...think Zola, only impatient and cranky and not nearly as irritating.**

 **And Mal's ability is the power to feel emotions. It's not mind reading. Mind reading would be extremely complicated, as minds have dozens of different layers, kinda like an onion. (If anyone gets that Shrek reference, you have my uttermost respect). But Mal can sense what others feel. It's like a sixth sense.**

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	7. Chapter 7

Chapter 7- Game of Lies

Well. Mal blinked. She hadn't expected _that_. She couldn't help it-she started laughing, ignoring the pain in her side. They must be truly desperate to resort to such implausible tactics. "Do you really expect me to believe that bullshit?"

The doctor frowned, his irritation spiking. "Your belief is irrelevant. It is the truth. And as much as I'd love to stand here arguing, Strucker will be here soon. So keep your mouth shut if you wish for your vengeance."

Mal raised an eyebrow, amused. She was going to kill him, his fate was sealed from the moment he'd helped torture her. But not yet. This was too entertaining. "Who said anything about vengeance?"

The glare he shot her could have boiled eggs."Spare me the games. You died, and now you're here, facing dozens of trained killers in the faint hope you can take from them what they took from you."

Mal noticed he said "them", not "us". He didn't see himself as one of them. Hmmmmm…

Mal flicked a hand in his direction, drops of blood splattering on the floor. "Give me one reason why I shouldn't kill you."

The doctor rolled his eyes, and Mal would have snapped his neck then and there for his audacity, had two soldiers not walked past the cell. Mal flinched involuntarily, sensing their fervent emotions spiraling every which way, thoughts of boredom and impatience and violence and-

A small cough brought her back to reality. The doctor was staring at her, his face slack. He'd noticed her reaction, she was sure, and now his mind had just gone curiously blank.

He knew something was off. _All the more reason to kill him now_...

He coughed again, pretending not to have noticed what he clearly had. "I do what I must to survive. In the decision of your experimentation it was my life or yours, and I value my life above all else, for if I die I cannot exact my own vengeance against Strucker. Right now you have a choice. You can trust me, and I will convince Strucker you never truly died, and you are fully capable of Project Phoenix. You can hide beneath their noses, waiting for the right time to strike and destroy Hydra. Or you can kill me, and be killed yourself, succeeding to be nothing but a mere hindrance to Hydra, long forgotten in the coming years. Your choice."

Mal narrowed her eyes. There was something about his wording that just wasn't... _right_. But he had a point.

"What makes you think you can trust me?"

The doctor repressed a smile, relief slipping through the mask on his mind. "You want revenge, as do I. For now, our interests are aligned."

She would kill him. But not now. He could be useful.

Mal grinned, well aware she looked like a feral animal, wild and dangerous. "This will be fun."

* * *

Mal flatly refused to leave solitary confinement and the Doctor apparently hadn't seen any point in arguing. He had raised an eyebrow when she insisted the Winter Soldier stay guarding the cell, but after a brief staring contest he'd huffed and stalked out. Mal had to resist the urge to giggle. Nice to know that even as an insane zombie she could still annoy people without saying a word.

Hours slowly ticked by. At one point a silent old lady came in to bandage Mal's bruised ribs and cuts. Mal suspected the Doctor had arranged that and had to squash a small sense of gratitude. Had it been a bulky man or even a scientist who'd come in to sew her up, she'd probably killed him.

Mal briefly wondered what would happen to the old lady when Hydra was done with her, then decided she didn't care.

No food came, but Mal wasn't hungry. Her head hurt too much.

The ache had started when Mal tried to test her limits. Not counting the Soldier there were three people-two men and a woman-in close proximity. Their minds were crowded but sluggish, strangely reminding her of pea soup (she'd tried it once on a mission in Brazil and never intended to try it again). Mal pulled away from them before she could focus on individual emotions, because those were the ones that hurt, stabbing her head like needles. When she tried to "zoom out" and sense how many were in the facility altogether, her nose began to bleed and the migraines started.

The Winter Soldier's mind was like a beacon, an eye of icy peace in a raging storm of emotions. Mal soon found that when she focused on him, she didn't feel anyone else and her headaches faded.

Interesting.

A day passed. Mal's dreams were filled with an inky darkness that rose up and suffocated her. She gained more than one bruise from thrashing around in her sleep.

Another day passed. Mal decided she was hungry. And she wanted a shower. And new clothes.

On the third day, Mal had visitors. A boy and a girl, bringing greasy but delicious fast food. The boy's mind was fast and impatient, though he had a playful smile that Mal deemed "cute". The girl was the opposite, her emotions steady and calm, her face serious.

Mal immediately to a liking to them, not that she would ever admit it. There was a shadow on both of their minds, twisting their emotions, that Mal could relate to.

 _Revenge._

On the fourth day, Strucker walked past the cell. He didn't even notice the Winter Soldier standing guard, his mind too curious, puzzling over something.

Mal bit her cheek until she drew blood.

On the seventh day, the Doctor came. His mind was carefully arranged to be empty, like he was trying very hard not to feel.

 _How the hell did he find out so fast?_

Mal felt cheated. Her one advantage, already known and neutralized. How'd he even guess? Mind-reading wasn't exactly commonplace.

She _really_ wanted to kill him. He was already a threat. He knew too much. But his death now would accomplish nothing.

"It is time for your training to begin."

He set a stack of fabric on her bed- _new clothes, thank god_ -and walked out, leaving the door open. Mal distantly heard him speak to the Soldier, but was too busy scrutinizing her outfit to overhear.

It was very...black. Black cleats, black skintight leggings, black long sleeved tunic. It was styled innocently enough to be inconspicuous to anyone who wasn't looking too closely. The fabric wasn't anything she recognized, but she was positive it was some version of Kevlar. She was an asset now. They would want to keep her alive for as long as necessary.

Mal dressed quickly and left the room for the first time in a week. The Winter Soldier was waiting, presumably to lead her to wherever it was she was suppose to go. His mind still wasn't moving. He barely spared her a glance as he led her down the hall. For some reason, this peeved Mal to no end, but she shoved her irritation down. She had other things to worry about.

Strucker was waiting with several others in a large stone room. There were mats on the floor and indentions in the walls. A training room. Which meant the others were her opponents.

Mal recognized the girl and boy who had visited her. They looked genuinely pleased to see her, despite the fact she had refused to speak a word to them.

There were two other men in the room. One was fairly young, scrawny, and looked like he'd never seen the light of day. Mal felt strong waves of curiosity coming off of him, though he barely glanced at her, preferring to gawk at the Winter Soldier.

The other man Mal hated instantly. He wolf-whistled when he saw her, a smirk on his face. He looked like one of those men from American cologne commercials and his mind was lewd. Like, gross lewd.

Strucker stepped forward, grinning. Mal was so busy trying not to rip out his throat out it took a second for his words to register.

"Welcome to Project Phoenix."

* * *

 **Mwahahahaha! (Rubs hands together) Now we're getting to the juicy parts.**

 **I apologize for the extended absence. With school starting soon, updates will be infrequent. All I can promise is that I will finish this story, even if it takes years.**

 **On a more positive note, I'm writing another story! Or at least, I'm planning to write another story. I have this idea...and it's probably going to tie into this story at some point...what do you guys think of an Annie version of Iron Man? Where Stark has to temporarily house an orphan for good publicity? And then Hydra gets involved?**

 **Yes, no, maybe? Send me your thoughts!**

 **And I'd like to thank the Guest reviewer who graciously critiqued my story. I don't have a Beta, so all comments & criticism are enormously helpful AND appreciated. (And to answer your question: Loki wants to destroy/weaken the Avengers so he has Hel locate someone capable of doing so (Mal) and gives her powers. If I ever get to a sequel story, its probably going to center around that plotline.)**


	8. Chapter 8

**So I've been doing some major revising (especially in the last chapter), and I've changed the "Talon Initiative" to "Project Phoenix" just because it sounds cooler. Also, I realized that "Surviving Winter" was a little cliche and renamed the story Rising from Ashes. I'm sorry if this upsets some of you, but in order to have the story end up the way I want it to I needed to make a few minor changes. Enjoy!**

* * *

"Seventy years ago, the colorful Captain America and his allies formed a team that nearly destroyed our entire organization. Thankfully, Hydra has supporters everywhere and was merely forced into hiding, waiting for the opportune moment to come into the light. From the ashes of our defeat, we have risen…"

Mal tuned out Strucker's monologue, instead focusing on her abilities and taking in the situation as she had been taught. The Winter Soldier was guarding the door, close enough to step in if she lunged for Strucker, but far away enough that no one but the scrawny boy noticed him.

Hmmmm...the boy. Somewhere in his late teens, early twenties, if Mal had to guess. Not trained in combat. His fingers were long and slender, gently tapping a rhythm against his leg. Probably typed a lot, was familiar with computers...a hacker? And the boy was still staring at the Winter Soldier...no, his prosthetic arm. Mal could feel his curiosity burning within him. Not scared, curious. So a muscle-bound killer didn't intimidate him. And he was interested the Soldier's prosthetic...perhaps he had a degree in mechanics.

The twins...Mal briefly glanced at them. They had been nice enough to visit her and weren't offended she didn't speak to them. The boy looked like he'd had some basic training and stuck close to the girl, protecting her. He was probably older. He looked to have some basic field training. The girl was the calm one, the decision maker, the brains. If Mal needed their loyalty it would be her she had to convince. They both were focused intently on Strucker, drinking in his every word. Bribery might sway them; they didn't seem to be the type frightened by threats.

The third one was older, late forties, early fifties. _Definitely_ trained in combat. Blonde. Handsome. Like Prince Charming's older, better looking brother that Cinderella had an affair with. And he was THAT type of guy. Even now, he was eying her with a smirk. Mal was surprised she couldn't smell the hormones. And for a guy that old...gross. Mal pegged his weakness immediately. He was obviously ruled by his dick.

"...and now, with the Phase One a success, Phase Two will begin immediately. Once your training is complete, you will be the new fist of Hydra!"

Fear. Pure, undiluted fear. It was gone as soon as it'd come, but Mal would have recognized it anywhere. But why was the Winter Soldier afraid of Strucker? His memories had been completely erased.

But if they weren't...if he remembered even the smallest bit...he would be a formidable ally. _If_ she could convince him to trust her.

Of course, priorities first. Survive, plan, then manipulate. And kill Strucker somewhere along the way.

Gross Charming stepped forward, addressing Strucker. "I'll need six months to whip them up in the basics. If they don't pass the final evaluation, they're of no use to us and we'll need a new batch."

His voice was like oil, slick and black. It betrayed nothing, but Mal sensed his faint amusement. He reveled in his power, knowing they were disposable and he was their superior.

Damn bully.

Strucker nodded at his statement. "Hail Hydra."

Mal automatically saluted, a motion performed before she even realized what she was doing. It was an instinct. Conducted on command, like a dog.

The others saluted, even the Winter Soldier. Strucker looked around, satisfied, and swept out of the room.

"Alright, bitches, let's get started. I'm Lieutenant Pyro, your supervising officer. That means if you so much as step a toe out of line, I have the authority to put a bullet through your head. Clear? Great. First off: offensive hand-to-hand. I'll be taking measure of each of your fighting skills individually." A sick grin marred Pyro's features. Mal knew what was coming before he even said it. "Let's see what you can do, _Agent_ Malevolent."

Amazing. She hadn't even said a word and she already had an enemy. One that hated her and was attracted to her. Useful, but dangerous. Like a panther.

Hmmmm...any scientific facility worth its salt had caged animals for non human experimentation. Maybe should could convince them to give her a panther...or at least a cat. A cat that could scratch Strucker's eyes out would be nice.

 _Wait...there was something important...oh, yeah, Pyro. Fight or flight?_

No way was she backing down. She still had _some_ pride left.

 _Okay, win or lose?_

Winning would lead to respect from the others, possibly jealousy. And Pyro would be livid. He'd hold a grudge for sure, and since her life was practically in his hands…

 _Considering my life hangs in the balance, shouldn't I be a little bit more concerned about this?_

She could worry about possible suicidal tendencies later. That and lunch. Right now, she had a fight to lose.

 _Please, not the face. Broken noses_ hurt.

Anticipation was thick in the air as Mal stepped up on one of the mats. Pyro cracked his knuckles theoretically and adopted the standard hand-to-hand combat stance. Wonderful. A dick who was smart enough to do it by the book.

He acted first, barely waiting for Mal to get into position before swinging his meaty fist towards her face. A blow that would have broken her nose, had she not ducked just in time. Mal feinted a hit towards his kneecaps, but instead aimed a jab in his solar plexus. He swiftly avoided the strike and retaliated with his own.

And so it continued. Mal managed to stay on her feet by avoiding the majority of his attacks, which seemed to frustrate him to no end. Her pathetic blows had next to no effect on him, though to be fair she hadn't practiced in weeks.

Sweat dripping from her brow, she avoided a perfectly executed roundhouse kick. Her decision to lose seemed laughable now, for he was clearly the better fighter. But her loss had to be on her terms. If they ever ended up fighting for real, she needed a variable she could manipulate. She needed him to believe she had a specific weakness. He aimed a elbow jab to her left side, and it took all Mal's willpower not to deflect it. The hit knocked her to her knee, and he flipped her so she was pinned to the mat. Then he got to work, vicious glee radiating from him as blow after blow impacted her body. There was a _snap_ as her shoulder jerked out of place, and at least two of her ribs fractured, though she couldn't be sure. The pain was a _little_ distracting. Just as darkness crept to the edges of her vision, the violent blows ceased.

"Terrible form and weak strikes. This is precisely what you _shouldn't_ do. Get out. I don't want to see your ugly mug until you're in fighting shape."

Mal pushed herself to her feet and staggered towards the door, ignoring the twin's and the hacker's horror (honestly, did she really look that bad?) and Pyro's subtle pinch to her rear. She'd skin him alive for that. Later.

Everything after that was a little fuzzy. She followed the Winter Soldier-who apparently had been demoted from super assassin to escort-to a large room that resembled a laboratory rather than an infirmary. The Soldier waited outside while the room's only occupant tutted and pulled on a pair of latex gloves. Doc didn't seem surprised by her bloodied state or her outfit. He simply gestured for her to lie down on an uncomfortably cold cot.

"You managed to restrain yourself. I must say I'm surprised."

Mal stiffened. He knew. He knew about her powers, and now this. _How did he always know?_

"Be still." He braced his hands on her shoulder, then jerked, the joints snapping back in place.

The pain was excruciating, but Mal stayed silent, running through scenarios in her head. Then it all clicked.

She'd been blind to all the clues. His strange wording. His sudden alliance with her. His knowledge of far more than he should know.

Okay, so the idea was a little outrageous, but all the clues fit. And if you eliminated the impossible, whatever remains – however improbable – must be the truth.

Only one way to find out.

Mal cleared her throat, speaking for the first time in days. "I think we're both full of surprises, _Asgardian_."


End file.
